BISYS®
Announces Agreement to Be Acquired by Citi

J.C. Flowers to Acquire BISYS’ Insurance
Services Group and Retirement Services business from Citi in
Simultaneous Transaction

May 02, 2007 07:05 AM Eastern Daylight Time

ROSELAND, N.J.--(BUSINESS WIRE)--BISYS, a leading provider of outsourcing solutions for the financial
services sector, today announced that it has entered into a definitive
agreement under which Citi (NYSE: C) would acquire all of its
outstanding shares in a transaction valued at approximately $1.45
billion. BISYS shareholders would receive $12.00 in cash per share,
consisting of $11.85 per share to be paid by Citi at the closing of the
acquisition and a special dividend of $0.15 per share in cash payable by
BISYS, and conditioned upon the closing of the acquisition, for total
consideration of $1.47 billion.

Citi would combine BISYS Fund Services and Alternative Investment
Services, which provide administration and distribution services for
mutual funds, hedge funds, private equity funds, and other investment
products, with its own operations to create a leader in the Investment
Servicing industry with expanded global presence and broader product
offerings in these areas.

Simultaneously, JC Flowers, a private equity firm, would acquire BISYS’
Insurance Services Group and Retirement Services business from Citi. The
Insurance Services Group provides independent wholesale distribution of
life insurance and commercial property/casualty insurance, among other
activities. JC Flowers will be combining its existing commercial
insurance business, Crump, with BISYS Commercial Insurance Services to
achieve greater scale. In addition, JC Flowers’
acquisition of BISYS’ life insurance and
retirement services business has the potential for creating a leading
integrated provider of wholesale insurance brokerage and retirement
services solutions.

Working with their advisors, the BISYS Board and Special Committee
conducted an exhaustive review of BISYS’
strategic alternatives over an eight month period that took into account
the complexity and diversity of BISYS’
businesses as well as certain tax considerations.

Robert J. Casale, BISYS’ Chairman, Interim
Chief Executive Officer and President, said, “We
are pleased at this outcome of the strategic alternatives process. We
believe this deal is the best transaction for our shareholders and
clients, while providing new opportunities to our employees. We look
forward to working with our colleagues at Citi and JC Flowers to
facilitate a timely close and an orderly integration.”

The Boards of Directors of Citibank, N.A. and BISYS as well as the
Special Committee of independent directors of BISYS's board have each
unanimously approved the transaction with Citi, and the Board of
Directors of BISYS has recommended that BISYS shareholders approve the
transaction. The transaction is expected to close in the second half of
this year and is subject to BISYS shareholder approval and to regulatory
approvals in the United States, Ireland, and Bermuda.

Bear Stearns is serving as financial advisor to BISYS. Merrill Lynch is
serving as financial advisor to the Special Committee of independent
directors of BISYS's board. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as BISYS's legal counsel. Paul, Weiss, Rifkind, Wharton and
Garrison LLP is also serving as legal counsel to the Special Committee
of independent directors of BISYS's board.

About BISYS

The BISYS Group, Inc. (NYSE: BSG) provides outsourcing solutions that
enable investment firms and insurance companies to more efficiently
serve their customers, grow their businesses, and respond to evolving
regulatory requirements. Its Investment Services group provides
administration and distribution services for mutual funds, hedge funds,
private equity funds, retirement plans, separately managed accounts, and
other investment products. Through its Insurance Services group,
BISYS is the nation’s largest independent
wholesale distributor of life insurance and a leading independent
wholesale distributor of commercial property/casualty insurance,
long-term care, disability, and annuity products. Additional information
is available at www.bisys.com.

About Citi

Citi is the most complete financial partner to corporations, financial
institutions, institutional investors and governments in the world. As a
global leader in banking, capital markets, and transaction services,
with a longstanding presence in more than 100 countries, Citi enables
clients to achieve their strategic financial objectives by providing
them with cutting-edge ideas, best-in-class products and solutions, and
unparalleled access to capital and liquidity. Citi also provides a broad
range of financial products and services to individuals through brand
names including Citi Smith Barney, Citibank, and Banamex. Additional
information may be found at www.citigroup.com
or www.citi.com.

IMPORTANT INFORMATION

The BISYS Group, Inc. ("BISYS") will file with the Securities and
Exchange Commission (the "SEC") a current report on Form 8-K, which will
include the merger agreement and related documents. The proxy statement
that BISYS plans to file with the SEC and mail to stockholders will
contain information about BISYS, the proposed merger and related
matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY
WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER.
In addition to receiving the proxy statement from BISYS by mail,
stockholders will be able to obtain the proxy statement, as well as
other filings containing information about BISYS, without charge, from
the SEC's website (http://www.sec.gov)
or, without charge, from BISYS at www.bisys.com.
This announcement is not a solicitation of proxy.

PARTICIPANTS IN SOLICITATION

BISYS and its directors and executive officers and certain other members
of management may be deemed to be participants in the solicitation of
proxies in connection with the merger. Information concerning BISYS'
participants is set forth in BISYS’ Annual
Report on Form 10-K for the fiscal year ended June 30, 2006, which was
filed with the SEC on December 18, 2006. Additional information
regarding the interests of participants of BISYS in the solicitation of
proxies in connection with the merger will be included in the proxy
statement to be filed with the SEC. BISYS’
press releases and other Company information are available at BISYS’
website located at www.bisys.com.

Except for the historical information contained herein, the matters
discussed in the press release are forward-looking statements within the
meaning of the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
based on management's current reasonable expectations and are subject to
certain assumptions, risks, uncertainties and changes in circumstances
due to future events as well as changes in economic, competitive,
regulatory and/or technological factors affecting BISYS’
business, including, without limitation, the impact of the Company’s
proposed merger with Citibank, N.A., the ongoing government
investigations and litigations involving The Company. More detailed
information about risk factors that could cause actual results to differ
materially are noted in BISYS’ periodic
filings with the Securities and Exchange Commission. These documents can
be accessed on BISYS’ website at www.bisys.comunder the “Investor Relations”
tab. Forward-looking statements are only predictions, not guarantees of
performance, and speak only as of the date they are made. BISYS
disclaims any obligation to update or amend these statements in light of
new information, future events or otherwise.